EXHIBIT 5

                  YOUNG, WILLIAMS, HENDERSON & FUSELIER, P.A.
                          2000 Deposit Guaranty Plaza
                                P.O. Box 23059
                               Jackson, MS 39225



                               January 20, 1997


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.   20549


                   Re:  CAL-MAINE FOODS, INC.
                        REGISTRATION STATEMENT ON FORM S-8


Gentlemen:

     We are  counsel  to  Cal-Maine  Foods,  Inc.  (the  "Company")  and  have
represented the Company in connection with the Registration  Statement on Form
S-8 being filed today with the Commission (together with all exhibits thereto,
the  "Registration  Statement").  The  Registration  Statement  relates  to an
offering by the Company of up to 800,000 shares of the Company's common stock,
par value of $.01 per share, (the "Shares") upon the exercise of options under
the Company's 1993 Stock Option Plan (the "Plan").

     This  opinion is being  delivered to the  Commission  as Exhibit 5 to the
Registration Statement.

     We have examined (1) the Certificate of Incorporation, and all amendments
thereto, certified by the Secretary of State of the State of Delaware, (2) the
By-Laws of the  Company,  certified  by the  Secretary of the Company as being
those currently in effect,  (3) the Registration  Statement,  (4) the Plan and
(5)  such  other  corporate   records,   certificates,   documents  and  other
instruments as in our opinion are necessary or appropriate in connection  with
expressing the opinions set forth below.

     Based upon the foregoing, it is our opinion that:

1.   The Company is a corporation  duly  organized and existing under the laws
of the State of Delaware.



2.   When the following events shall have occurred:

     (a)    the Registration  Statement is filed, at which time it will become
effective under the Securities Act of 1933,  pursuant to General Instruction D
to Form S-8, and

     (b)    the Shares shall have been paid for and issued in accordance  with
the terms of the Plan as provided in the Registration Statement,

the Shares thus sold will be legally issued, fully paid and non-assessable.

     This firm hereby consents to the reference to it in the Prospectus called
for by Part I of the Registration  Statement and the filing of this opinion as
Exhibit 5 thereto.

                                 Sincerely,

                                 YOUNG, WILLIAMS, HENDERSON & FUSELIER, P.A.